Common use of Issuers Clause in Contracts

Issuers. CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. By: Calumet GP, LLC, its general partner By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET FINANCE CORP. By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer NEW GUARANTORS: CALUMET MEXICO, LLC By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET SPECIALTY OILS de MEXICO, S. de X.X. de C.V. By: /s/ X. Xxxx Xxxxxxx Name: Xxxxx Xxxx Xxxxxxx Title: Executive Vice-President and Chief Financial Officer CALUMET SPECIALTY PRODUCTS CANADA, ULC By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer EXISTING GUARANTORS: CALUMET OPERATING, LLC CALUMET REFINING, LLC CALUMET PRINCETON REFINING, LLC CALUMET COTTON VALLEY REFINING, LLC CALUMET SHREVEPORT REFINING, LLC CALUMET SAN ANTONIO REFINING, LLC CALUMET MONTANA REFINING, LLC CALUMET MISSOURI, LLC CALUMET XXXXX CITY REFINING, LLC CALUMET XXXXXXXXX REFINING, LLC CALUMET BRANDED PRODUCTS, LLC BEL-RAY COMPANY, LLC CALUMET INTERNATIONAL, INC. KURLIN COMPANY, LLC By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx

Issuers. CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. BREITBURN ENERGY PARTNERS LP By: Calumet GP, Breitburn GP LLC, its general partner By: /s/ /S/ Jxxxx X. Xxxx Xxxxxxx Name: Jxxxx X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET FINANCE CORP. BREITBURN OPERATING LP By: /s/ Breitburn Operating GP LLC, its general partner /S/ Jxxxx X. Xxxx Xxxxxxx Name: Jxxxx X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer NEW GUARANTORSBREITBURN FINANCE CORPORATION /S/ Jxxxx X. Xxxxxxx Name: CALUMET MEXICOJxxxx X. Xxxxxxx Title: Chief Financial Officer GUARANTORS ALAMITOS COMPANY BEAVER CREEK PIPELINE, L.L.C. GTG PIPELINE LLC MERCURY MICHIGAN COMPANY, LLC PHOENIX PRODUCTION COMPANY QRE GP, LLC TERRA ENERGY COMPANY LLC TERRA PIPELINE COMPANY LLC By: /s/ /S/ Jxxxx X. Xxxx Xxxxxxx Name: Jxxxx X. Xxxx Xxxxxxx Title: Chief Financial Officer BREITBURN OPERATING GP LLC BREITBURN GP LLC BREITBURN MANAGEMENT COMPANY LLC By: /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET SPECIALTY OILS de MEXICO, S. de X.X. de C.V. BREITBURN FLORIDA LLC BREITBURN OKLAHOMA LLC BREITBURN SXXXXXXX BREITBURN TRANSPETCO GP LLC BREITBURN TRANSPETCO LP LLC By: /s/ Breitburn Operating LP, its sole member By: Breitburn Operating GP LLC, its general partner By: /S/ Jxxxx X. Xxxx Xxxxxxx Name: Xxxxx Xxxx Xxxxxxx Title: Executive Vice-President and Chief Financial Officer CALUMET SPECIALTY PRODUCTS CANADA, ULC By: /s/ Jxxxx X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer EXISTING GUARANTORSQR ENERGY, LP By: CALUMET QRE GP, LLC, its general partner By: /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Chief Financial Officer QRE OPERATING, LLC CALUMET REFINING, LLC CALUMET PRINCETON REFINING, LLC CALUMET COTTON VALLEY REFINING, LLC CALUMET SHREVEPORT REFINING, LLC CALUMET SAN ANTONIO REFINING, LLC CALUMET MONTANA REFINING, LLC CALUMET MISSOURI, LLC CALUMET XXXXX CITY REFINING, LLC CALUMET XXXXXXXXX REFINING, LLC CALUMET BRANDED PRODUCTS, LLC BEL-RAY COMPANY, LLC CALUMET INTERNATIONAL, INC. KURLIN COMPANY, LLC By: /s/ QR Energy, LP, its sole member By: QRE GP, LLC, its general partner By: /S/ Jxxxx X. Xxxx Xxxxxxx Name: Jxxxx X. Xxxx Xxxxxxx Title: Chief Financial Officer TRANSPETCO PIPELINE COMPANY, L.P. By: Breitburn Operating LP, on behalf of itself and as the sole member of Breitburn Transpetco GP LLC, each a general partner By: Breitburn Operating GP LLC, its general partner By: /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Executive Officer TRUSTEEAccepted: WILMINGTON TRUSTEIG REDWOOD DEBT AGGREGATOR, NATIONAL ASSOCIATIONLP, as Trustee a Purchaser and the Lead Holder By: /s/ Xxxx Xxxxxxxxx EIG Redwood Aggregator GP, LLC, its general partner By: EIG Asset Management, LLC, its sole member By: /S/ Cxxxxxx Xxxxxx Name: Xxxx XxxxxxxxxCxxxxxx Xxxxxx Title: Managing Director By: /S/ Rxxxxxx Punches Name: Rxxxxxx Punches Title: Managing Director ANCHORAGE CAPITAL PARTNERS, L.P., as a Purchaser By: Anchorage Capital Group, L.L.C., as investment manager By: /S/ Nxxxxxx X. Xxxxxxx Name: Nxxxxxx X. Xxxxxxx Title: Chief Operating Officer ACMO BBEP, L.P., as a Purchaser By: Anchorage Capital Group, L.L.C., as investment manager By: /S/ Nxxxxxx X. Xxxxxxx Name: Nxxxxxx X. Xxxxxxx Title: Chief Operating Officer MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Guggenheim Partners Investment Management, LLC, as investment manager By: /S/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Attorney-in-Fact NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE By: Guggenheim Partners Investment Management, LLC, as investment manager By: /S/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Attorney-in-Fact SEI INSTITUTIONAL MANAGED TRUST - MULTI-ASSET INCOME FUND By: Guggenheim Partners Investment Management, LLC, as Sub-Adviser By: /S/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Attorney-in-Fact GUGGENHEIM FUNDS TRUST - GUGGENHEIM MACRO OPPORTUNITIES FUND By: Guggenheim Partners Investment Management, LLC, as Investment Adviser By: /S/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Attorney-in-Fact MAVERICK ENTERPRISES, INC. By: Guggenheim Partners Investment Management, LLC, as Investment Manager By: /S/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Attorney-in-Fact CXXXX CREDIT INCOME FUND By: Guggenheim Partners Investment Management, LLC, as Sub-Advisor By: /S/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Attorney-in-Fact NZC GUGGENHEIM FUND LLC By: Guggenheim Partners Investment Management, LLC, as Manager By: /S/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Attorney-in-Fact SCHEDULE I Purchasers Principal Amount of Notes EIG Redwood Debt Aggregator, LP $ 487,500,000.00 ACMO BBEP, L.P. $ 69,865,000.00 Anchorage Capital Partners, L.P. $ 43,885,000.00 Midland National Life Insurance Company $ 17,550,000.00 North American Company for Life and Health Insurance $ 9,100,000.00 SEI Institutional Managed Trust - Multi-Asset Income Fund $ 813,00.00 Guggenheim Funds Trust - Guggenheim Macro Opportunities Fund $ 5,037,00.00 Maverick Enterprises, Inc. $ 650,000.00 Cxxxx Credit Income Fund $ 3,250,000.00 NZC Guggenheim Fund LLC $ 12,350,000.00 Total $ 650,000,000 SCHEDULE II GUARANTORS Alamitos Company Beaver Creek Pipeline, L.L.C. Breitburn Finance Corporation Breitburn Florida LLC Breitburn GP LLC Breitburn Management Company LLC Breitburn Oklahoma LLC Breitburn Operating GP LLC Breitburn Sxxxxxxx LLC Breitburn Transpetco GP LLC Breitburn Transpetco LP LLC GTG Pipeline LLC Mercury Michigan Company, LLC Phoenix Production Company QR Energy, LP QRE GP, LLC QRE Operating, LLC Terra Energy Company LLC Terra Pipeline Company LLC Transpetco Pipeline Company, L.P. SCHEDULE III BREITBURN ENTITIES Alamitos Company Beaver Creek Pipeline, L.L.C. Breitburn Energy Partners LP Breitburn Florida LLC Breitburn GP LLC Breitburn Management Company LLC Breitburn Oklahoma LLC Breitburn Operating GP LLC Breitburn Operating LP Breitburn Sxxxxxxx LLC Breitburn Transpetco GP LLC Breitburn Transpetco LP LLC GTG Pipeline LLC Mercury Michigan Company, LLC Phoenix Production Company QR Energy, LP QRE GP, LLC QRE Operating, LLC Terra Energy Company LLC Terra Pipeline Company LLC Transpetco Pipeline Company, L.P.

Issuers. CALUMET SPECIALTY PRODUCTS PARTNERSPLAINS ALL AMERICAN PIPELINE, L.P. By: Calumet GP, LLC, PAA GP LLC its general partner General Partner By: /s/ X. Xxxx Xxxxxxx PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: Name: X. Xxxx Xx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer CALUMET PAA FINANCE CORP. By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer NEW Signature Page to Fifteenth Supplemental Indenture SUBSIDIARY GUARANTORS: CALUMET MEXICO, LLC PLAINS MARKETING GP INC. By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer CALUMET SPECIALTY OILS de MEXICOPLAINS MARKETING, S. de X.X. de C.V. L.P. By: /s/ X. Xxxx Xxxxxxx PLAINS MARKETING GP INC. its General Partner By: Name: Xxxxx Xxxx Xx Xxxxxxx Title: Executive Vice-President and Chief Financial Officer CALUMET SPECIALTY PRODUCTS CANADA, ULC By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer EXISTING GUARANTORSPLAINS PIPELINE, L.P. By: CALUMET OPERATING, LLC CALUMET REFINING, LLC CALUMET PRINCETON REFINING, LLC CALUMET COTTON VALLEY REFINING, LLC CALUMET SHREVEPORT REFINING, LLC CALUMET SAN ANTONIO REFINING, LLC CALUMET MONTANA REFINING, LLC CALUMET MISSOURI, LLC CALUMET XXXXX CITY REFINING, LLC CALUMET XXXXXXXXX REFINING, LLC CALUMET BRANDED PRODUCTS, LLC BEL-RAY COMPANY, LLC CALUMET INTERNATIONAL, PLAINS MARKETING GP INC. KURLIN COMPANY, LLC its General Partner By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer Signature Page to Fifteenth Supplemental Indenture PACIFIC ENERGY GROUP LLC By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer PACIFIC L.A. MARINE TERMINAL LLC By: PACIFIC ENERGY GROUP LLC its Sole Member By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer ROCKY MOUNTAIN PIPELINE SYSTEM LLC By: PACIFIC ENERGY GROUP LLC its Sole Member By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer Signature Page to Fifteenth Supplemental Indenture PLAINS PRODUCTS TERMINALS LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. Its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer RANCHO LPG HOLDINGS LLC By: PLAINS LPG SERVICES, L.P. its Sole Member By: PLAINS LPG SERVICES GP, LLC its General Partner By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer Signature Page to Fifteenth Supplemental Indenture PLAINS MARKETING CANADA LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer PMC (NOVA SCOTIA) COMPANY By: Name: Xx Xxxxxxx Title: Vice President - Finance PLAINS MARKETING CANADA, L.P. By: PMC (NOVA SCOTIA) COMPANY its General Partner By: Name: Xx Xxxxxxx Title: Vice President - Finance Signature Page to Fifteenth Supplemental Indenture PLAINS LPG SERVICES GP LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer PLAINS TOWING LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer PICSCO LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer Signature Page to Fifteenth Supplemental Indenture PLAINS MIDSTREAM GP LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer PLAINS MIDSTREAM, L.P. By: PLAINS MIDSTREAM GP LLC its General Partner By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer Signature Page to Fifteenth Supplemental Indenture PLAINS MIDSTREAM CANADA ULC By: Name: Xx Xxxxxxx Title: Vice President - Finance AURORA PIPELINE COMPANY LTD. By: Name: Xx Xxxxxxx Title: Vice President - Finance PLAINS LPG SERVICES, L.P. By: PLAINS LPG SERVICES GP LLC its General Partner By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer Signature Page to Fifteenth Supplemental Indenture LONE STAR TRUCKING, LLC By: PLAINS LPG SERVICES, L.P. its Sole Member By: PLAINS LPG SERVICES GP LLC its General Partner By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer Signature Page to Fifteenth Supplemental Indenture TRUSTEE: WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxx Xxxxxxxxx Name: Xxxx XxxxxxxxxXxxxxx Xxxxxxx Title: Vice President Signature Page to Fifteenth Supplemental Indenture EXHIBIT A (Form of Face of Note) CUSIP 00000XXX0 No. ___ ISIN US72650RAU68 $ PLAINS ALL AMERICAN PIPELINE, L.P. PAA FINANCE CORP.

Issuers. CALUMET SPECIALTY PRODUCTS PARTNERSPLAINS ALL AMERICAN PIPELINE, L.P. By: Calumet GPPlains AAP, L.P., its General Partner By: Plains All American GP LLC, its general partner General Partner By: /s/ X. Xxxx Xxxxxxx Xxx Xxxxx Name: X. Xxxx Xxxxxxx Xxx Xxxxx Title: Executive Vice President and Chief Financial Officer CALUMET PAA FINANCE CORP. By: /s/ X. Xxxx Xxxxxxx Xxx Xxxxx Name: X. Xxxx Xxxxxxx Xxx Xxxxx Title: Executive Vice President and Chief Financial Officer NEW SUBSIDIARY GUARANTORS: CALUMET MEXICOPLAINS MARKETING, L.P. By: Plains Marketing GP Inc., its General Partner By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President ALL AMERICAN PIPELINE, L.P. By: Plains Marketing GP Inc., its General Partner By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President PLAINS MARKETING GP INC. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President PLAINS MARKETING CANADA LLC By: /s/ X. Xxxx Xxxxxxx NamePlains Marketing, L.P., its Sole Member By: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET SPECIALTY OILS de MEXICOPlains Marketing GP Inc., S. de X.X. de C.V. its General Partner By: /s/ X. Xxxx Xxxxxxx Xxx Xxxxx Name: Xxx Xxxxx Xxxx Xxxxxxx Title: Executive Vice-Vice President and Chief Financial Officer CALUMET SPECIALTY PRODUCTS CANADA, ULC PMC (NOVA SCOTIA) COMPANY By: /s/ X. Xxxx Xxxxxxx Xxx Xxxxx Name: X. Xxxx Xxxxxxx Xxx Xxxxx Title: Executive Vice President and Chief Financial Officer EXISTING GUARANTORSPLAINS MARKETING CANADA, L.P. By: CALUMET OPERATINGPMC (Nova Scotia) Company, LLC CALUMET REFINING, LLC CALUMET PRINCETON REFINING, LLC CALUMET COTTON VALLEY REFINING, LLC CALUMET SHREVEPORT REFINING, LLC CALUMET SAN ANTONIO REFINING, LLC CALUMET MONTANA REFINING, LLC CALUMET MISSOURI, LLC CALUMET XXXXX CITY REFINING, LLC CALUMET XXXXXXXXX REFINING, LLC CALUMET BRANDED PRODUCTS, LLC BEL-RAY COMPANY, LLC CALUMET INTERNATIONAL, INC. KURLIN COMPANY, its General Partner By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President BASIN HOLDINGS GP LLC By: All American Pipeline, L.P., its Sole Member By: Plains Marketing GP Inc., its General Partner By: /s/ X. Xxxx Xxxxxxx Xxx Xxxxx Name: X. Xxxx Xxxxxxx Xxx Xxxxx Title: Executive Vice President and Chief Financial Officer BASIN PIPELINE HOLDINGS, L.P. By: Basin Holdings GP LLC, its General Partner By: All American Pipeline, L.P., its Sole Member By: Plains Marketing GP Inc., its General Partner By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President RANCHO HOLDINGS GP LLC By: All American Pipeline, L.P., its Sole Member By: Plains Marketing GP Inc., its General Partner By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President RANCHO PIPELINE HOLDINGS, L.P. By: Rancho Holdings GP LLC, its General Partner By: All American Pipeline, L.P., its Sole Member By: Plains Marketing GP Inc., its General Partner By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President TRUSTEE: WILMINGTON TRUSTWACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxx Xxxxxxxxx Name: Xxxx XxxxxxxxxTitle:

Issuers. CALUMET SPECIALTY PRODUCTS CVR PARTNERS, L.P. LP By: Calumet CVR GP, LLC, its general partner By: /s/ Xxxxx X. Xxxx Xxxxxxx Name: Xxxxx X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET and Treasurer CVR NITROGEN FINANCE CORP. CORPORATION By: /s/ Xxxxx X. Xxxx Xxxxxxx Name: Xxxxx X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer NEW andTreasurer GUARANTORS: CALUMET MEXICO:CVR NITROGEN GP, LLC By: /s/ Xxxxx X. Xxxx Xxxxxxx Name: Xxxxx X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET SPECIALTY OILS de MEXICOAuthorized Person CVR NITROGEN LP By: CVR Nitrogen GP, S. de X.X. de C.V. LLC, its general partner By: /s/ Xxxxx X. Xxxx Xxxxxxx Name: Xxxxx X. Xxxx Xxxxxxx Title: Executive Vice-President and Chief Financial Officer CALUMET SPECIALTY PRODUCTS CANADA, ULC By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer EXISTING GUARANTORS: CALUMET OPERATING, LLC CALUMET REFINING, LLC CALUMET PRINCETON REFINING, LLC CALUMET COTTON VALLEY REFINING, LLC CALUMET SHREVEPORT REFINING, LLC CALUMET SAN ANTONIO REFINING, LLC CALUMET MONTANA REFINING, LLC CALUMET MISSOURI, LLC CALUMET XXXXX CITY REFINING, LLC CALUMET XXXXXXXXX REFINING, LLC CALUMET BRANDED PRODUCTS, LLC BEL-RAY COMPANY, LLC CALUMET INTERNATIONAL, INC. KURLIN COMPANYAuthorized Person EAST DUBUQUE NITROGEN FERTILIZERS, LLC By: /s/ Xxxxx X. Xxxx Xxxxxxx Name: Xxxxx X. Xxxx Xxxxxxx Title: Executive Authorized Person COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Authorized Person CVR NITROGEN HOLDINGS, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Authorized Person SIGNATURE PAGE - INDENTURE TRUSTEE:WILMINGTON TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President COLLATERAL TRUSTEE:WILMINGTON TRUST, NATIONAL ASSOCIATION as Collateral Trustee By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President SIGNATURE PAGE - INDENTURE EXHIBIT A1 [FACE OF NOTE] CUSIP/ISIN: 12663Q AA3/US12663QAA31 9.250% SENIOR SECURED NOTES DUE 2023 No. $ CVR PARTNERS, LP CVR NITROGEN FINANCE CORPORATION. promise to pay to Cede & Co. or registered assigns, the principal sum of DOLLARS on June 15, 2023. Interest Payment Dates: June 15 and Chief Financial Officer TRUSTEEDecember 15 Record Dates: June 1 and December 1 Dated: CVR PARTNERS, LP By: Name: Title: CVR NITROGEN FINANCE CORPORATION By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture:WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxx Xxxxxxxxx Name: Xxxx XxxxxxxxxAuthorized Signatory A1-1 [BACK OF NOTE] 9.250% SENIOR SECURED NOTES DUE 2023 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(d)(1) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY OF THE PARTNERSHIP, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB OR AN ACCREDITED INVESTOR PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB OR AN ACCREDITED INVESTOR IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR CLAUSE (2)(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND AND (4) WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE CONSTITUTES ASSETS OF ANY EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR ANY PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (B) THE ACQUISITION, HOLDING, AND SUBSEQUENT DISPOSITION OF THIS NOTE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THE NOTE, PLEASE CONTACT CHIEF FINANCIAL OFFICER, CVR PARTNERS, LP, 0000 XXXXX XXXXX, XXXXX 000, XXXXX XXXX, XXXXX 00000. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”), TO THE ISSUERS OR THE AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME XX XXXX & XX. XX SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Issuers. CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. BREITBURN ENERGY PARTNERS LP By: Calumet GP, Breitburn GP LLC, its general partner By: /s/ /S/ Jxxxx X. Xxxx Xxxxxxx Name: Jxxxx X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET FINANCE CORP. BREITBURN OPERATING LP By: /s/ Breitburn Operating GP LLC, its general partner /S/ Jxxxx X. Xxxx Xxxxxxx Name: Jxxxx X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer NEW GUARANTORSBREITBURN FINANCE CORPORATION /S/ Jxxxx X. Xxxxxxx Name: CALUMET MEXICOJxxxx X. Xxxxxxx Title: Chief Financial Officer GUARANTORS ALAMITOS COMPANY BEAVER CREEK PIPELINE, L.L.C. GTG PIPELINE LLC MERCURY MICHIGAN COMPANY, LLC PHOENIX PRODUCTION COMPANY QRE GP, LLC TERRA ENERGY COMPANY LLC TERRA PIPELINE COMPANY LLC By: /s/ /S/ Jxxxx X. Xxxx Xxxxxxx Name: Jxxxx X. Xxxx Xxxxxxx Title: Chief Financial Officer BREITBURN OPERATING GP LLC BREITBURN GP LLC BREITBURN MANAGEMENT COMPANY LLC By: /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET SPECIALTY OILS de MEXICO, S. de X.X. de C.V. BREITBURN FLORIDA LLC BREITBURN OKLAHOMA LLC BREITBURN SXXXXXXX BREITBURN TRANSPETCO GP LLC BREITBURN TRANSPETCO LP LLC By: /s/ Breitburn Operating LP, its sole member By: Breitburn Operating GP LLC, its general partner By: /S/ Jxxxx X. Xxxx Xxxxxxx Name: Xxxxx Xxxx Xxxxxxx Title: Executive Vice-President and Chief Financial Officer CALUMET SPECIALTY PRODUCTS CANADA, ULC By: /s/ Jxxxx X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer EXISTING GUARANTORSQR ENERGY, LP By: CALUMET QRE GP, LLC, its general partner By: /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Chief Financial Officer QRE OPERATING, LLC CALUMET REFINING, LLC CALUMET PRINCETON REFINING, LLC CALUMET COTTON VALLEY REFINING, LLC CALUMET SHREVEPORT REFINING, LLC CALUMET SAN ANTONIO REFINING, LLC CALUMET MONTANA REFINING, LLC CALUMET MISSOURI, LLC CALUMET XXXXX CITY REFINING, LLC CALUMET XXXXXXXXX REFINING, LLC CALUMET BRANDED PRODUCTS, LLC BEL-RAY COMPANY, LLC CALUMET INTERNATIONAL, INC. KURLIN COMPANY, LLC By: /s/ QR Energy, LP, its sole member By: QRE GP, LLC, its general partner By: /S/ Jxxxx X. Xxxx Xxxxxxx Name: Jxxxx X. Xxxx Xxxxxxx Title: Chief Financial Officer TRANSPETCO PIPELINE COMPANY, L.P. By: Breitburn Operating LP, on behalf of itself and as the sole member of Breitburn Transpetco GP LLC, each a general partner By: Breitburn Operating GP LLC, its general partner By: /S/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Executive Officer TRUSTEE: WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, ASSOCIATION as Trustee By: /s/ Xxxx Xxxxxxxxx /S/ Lxxxxx Xxxxxx Name: Xxxx XxxxxxxxxLxxxxx Xxxxxx Title: Vice President U.S. BANK NATIONAL ASSOCIATION as Collateral Agent By: /S/ Lxxxxx Xxxxxx Name: Lxxxxx Xxxxxx Title: Vice President RULE 144A/REGULATION S/IAI APPENDIX PROVISIONS RELATING TO INITIAL NOTES

Issuers. CALUMET SPECIALTY PRODUCTS PARTNERSPLAINS ALL AMERICAN PIPELINE, L.P. By: Calumet GPPAA GP LLC its General Partner By: PLAINS AAP, LLC, L.P. its general partner Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Gxxx X. Xxxx Xxxxxxx Xxxxxxxxx Name: Gxxx X. Xxxx Xxxxxxx Xxxxxxxxx Title: Chief Executive Vice President and Chief Financial Officer CALUMET PAA FINANCE CORP. By: /s/ Gxxx X. Xxxx Xxxxxxx Xxxxxxxxx Name: Gxxx X. Xxxx Xxxxxxx Xxxxxxxxx Title: President Signature Page to Thirteenth Supplemental Indenture SUBSIDIARY GUARANTORS: PLAINS MARKETING GP INC. By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer PLAINS MARKETING, L.P. By: PLAINS MARKETING GP INC. its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer PLAINS PIPELINE, L.P. By: PLAINS MARKETING GP INC. its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer Signature Page to Thirteenth Supplemental Indenture PACIFIC ENERGY GROUP, LLC By: PLAINS ALL AMERICAN PIPELINE, L.P. its Sole Member By: PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer PACIFIC LA MARINE TERMINAL LLC By: PACIFIC ENERGY GROUP LLC its Sole Member By: PLAINS ALL AMERICAN PIPELINE, L.P. its Sole Member By: PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer Signature Page to Thirteenth Supplemental Indenture ROCKY MOUNTAIN PIPELINE SYSTEM LLC By: PACIFIC ENERGY GROUP LLC its Sole Member By: PLAINS ALL AMERICAN PIPELINE, L.P. its Sole Member By: PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer Signature Page to Thirteenth Supplemental Indenture PACIFIC ATLANTIC TERMINALS LLC By: PACIFIC ENERGY GROUP LLC its Sole Member By: PLAINS ALL AMERICAN PIPELINE, L.P. its Sole Member By: PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer Signature Page to Thirteenth Supplemental Indenture RANCH PIPEPLINE LLC By: PACIFIC ENERGY GROUP LLC its Sole Member By: PLAINS ALL AMERICAN PIPELINE, L.P. its Sole Member By: PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer PACIFIC ENERGY FINANCE CORPORATION By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer Signature Page to Thirteenth Supplemental Indenture PLAINS MARKETING CANADA LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer PMC (NOVA SCOTIA) COMPANY By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer NEW GUARANTORSPLAINS MARKETING CANADA, L.P. By: CALUMET MEXICO, LLC PMC (NOVA SCOTIA) COMPANY its General Partner By: /s/ Pxxx X. Xxxx Xxxxxxx Xxxxxx Name: Pxxx X. Xxxx Xxxxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET SPECIALTY OILS de MEXICOSignature Page to Thirteenth Supplemental Indenture PLAINS LPG SERVICES GP LLC By: PLAINS MARKETING, S. de X.X. de C.V. L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Gxxx X. Xxxx Xxxxxxx Xxxxxxxxx Name: Xxxxx Xxxx Xxxxxxx Gxxx X. Xxxxxxxxx Title: Chief Executive Vice-President and Officer PLAINS TOWING LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Financial Executive Officer CALUMET SPECIALTY PRODUCTS CANADAPICSCO LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer Signature Page to Thirteenth Supplemental Indenture PLAINS MIDSTREAM GP LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer PLAINS MIDSTREAM, L.P. By: PLAINS MIDSTREAM GP LLC its General Partner By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer Signature Page to Thirteenth Supplemental Indenture PLAINS MIDSTREAM CANADA ULC By: /s/ Pxxx X. Xxxx Xxxxxxx Xxxxxx Name: Pxxx X. Xxxx Xxxxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer EXISTING GUARANTORS: CALUMET OPERATING, LLC CALUMET REFINING, LLC CALUMET PRINCETON REFINING, LLC CALUMET COTTON VALLEY REFINING, LLC CALUMET SHREVEPORT REFINING, LLC CALUMET SAN ANTONIO REFINING, LLC CALUMET MONTANA REFINING, LLC CALUMET MISSOURI, LLC CALUMET XXXXX CITY REFINING, LLC CALUMET XXXXXXXXX REFINING, LLC CALUMET BRANDED PRODUCTS, LLC BEL-RAY COMPANY, LLC CALUMET INTERNATIONAL, INCAURORA PIPELINE COMPANY LTD. KURLIN COMPANY, LLC By: /s/ Pxxx X. Xxxx Xxxxxxx Xxxxxx Name: Pxxx X. Xxxx Xxxxxxx Xxxxxx Title: Executive Vice President and Signature Page to Thirteenth Supplemental Indenture PLAINS LPG SERVICES, L.P. By: PLAINS LPG SERVICES GP LLC its General Partner By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Financial Executive Officer BASIN HOLDINGS GP LLC By: PLAINS PIPELINE, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer Signature Page to Thirteenth Supplemental Indenture BASIN PIPELINE HOLDINGS, L.P. By: BASIN HOLDINGS GP LLC its General Partner By: PLAINS PIPELINE, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer RANCHO HOLDINGS GP LLC By: PLAINS PIPELINE, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer Signature Page to Thirteenth Supplemental Indenture RANCHO PIPELINE HOLDINGS, L.P. By: RANCHO HOLDINGS GP LLC its General Partner By: PLAINS PIPELINE, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer LONE STAR TRUCKING, LLC By: PLAINS LPG SERVICES, L.P. its Sole Member By: PLAINS LPG SERVICES GP LLC its General Partner By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Gxxx X. Xxxxxxxxx Name: Gxxx X. Xxxxxxxxx Title: Chief Executive Officer Signature Page to Thirteenth Supplemental Indenture TRUSTEE: WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxx Xxxxxxxxx Sxxxxx X. Xxxxxxx Name: Xxxx XxxxxxxxxSxxxxx X. Xxxxxxx, CCTS Title: Vice President Signature Page to Thirteenth Supplemental Indenture EXHIBIT A (Form of Face of Note) CUSIP No. ___ ISIN $ PLAINS ALL AMERICAN PIPELINE, L.P. PAA FINANCE CORP.

Issuers. CALUMET SPECIALTY PRODUCTS PARTNERSINTERACTIVE NETWORK, L.P. By: Calumet GPINC., LLC, its general partner a Nevada corporation By: /s/ X. Xxxx Xxxxxxx Xxxxxxxx Name: X. Xxxx Xxxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET FINANCE FRIENDFINDER NETWORKS INC., a Nevada corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer SUBSIDIARY GUARANTORS: GENERAL MEDIA ART HOLDING, INC. GENERAL MEDIA COMMUNICATIONS, INC. GENERAL MEDIA ENTERTAINMENT, INC. GMCI INTERNET OPERATIONS, INC. GMI ON-LINE VENTURES, LTD. PENTHOUSE IMAGES ACQUISITIONS, LTD. WEST COAST FACILITIES INC. PMGI HOLDINGS INC. PURE ENTERTAINMENT TELECOMMUNICATIONS, INC. PENTHOUSE DIGITAL MEDIA PRODUCTIONS INC. VIDEO BLISS, INC. XXXXX XXXX, INC. SNAPSHOT PRODUCTIONS, LLC VARIOUS, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer TAN DOOR MEDIA INC. FIERCE WOMBAT GAMES INC. (f/k/a BIG EGO GAMES INC.) NAFT NEWS CORPORATION PLAYTIME GAMING INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Treasurer ARGUS PAYMENTS INC. BLUE HEN GROUP INC. FRIENDFINDER VENTURES INC. XVHUB GROUP INC. (f/k/a GIANT SWALLOWTAIL INC.) PERFECTMATCH INC. (f/k/a GOLDENROD SPEAR INC.) MAGNOLIA BLOSSOM INC. GLOBAL ALPHABET, INC. SHARKFISH, INC. TRAFFIC CAT, INC. BIG ISLAND TECHNOLOGY GROUP, INC. FASTCUPID, INC. XXXXXX.XXX INCORPORATED PPM TECHNOLOGY GROUP, INC. FRIENDFINDER CALIFORNIA INC. STREAMRAY INC. CONFIRM ID, INC. FRNK TECHNOLOGY GROUP TRANSBLOOM, INC. STREAMRAY STUDIOS INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer FLASH JIGO CORP. By: /s/ X. Xxxx Xxxxxxx Xxxxxxxx Name: X. Xxxx Xxxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer NEW GUARANTORS: CALUMET MEXICO, LLC By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET SPECIALTY OILS de MEXICO, S. de X.X. de C.V. By: /s/ X. Xxxx Xxxxxxx Name: Xxxxx Xxxx Xxxxxxx Title: Executive Vice-President and Chief Financial Officer CALUMET SPECIALTY PRODUCTS CANADA, ULC By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer EXISTING GUARANTORS: CALUMET OPERATING, LLC CALUMET REFINING, LLC CALUMET PRINCETON REFINING, LLC CALUMET COTTON VALLEY REFINING, LLC CALUMET SHREVEPORT REFINING, LLC CALUMET SAN ANTONIO REFINING, LLC CALUMET MONTANA REFINING, LLC CALUMET MISSOURI, LLC CALUMET XXXXX CITY REFINING, LLC CALUMET XXXXXXXXX REFINING, LLC CALUMET BRANDED PRODUCTS, LLC BEL-RAY COMPANY, LLC CALUMET INTERNATIONAL, INC. KURLIN COMPANY, LLC By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer TRUSTEE: WILMINGTON TRUST, [Signature Page to First Supplemental Indenture (First Lien)] U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxx Xxxxxxxxx Xxxxx X. Xxxxxxxx Name: Xxxx XxxxxxxxxXxxxx X. Xxxxxxxx Title: Vice President Schedule 4.3(c) CONSOLIDATED COVERAGE RATIO Four Fiscal Quarters Ending: Consolidated Coverage Ratio March 31, 2012 1.9:1.0 June 30, 2012 1.9:1.0 September 30, 2012 1.9:1.0 December 31, 2012 1.9:1.0 March 31, 2013 2.4:1.0 June 30, 2013 2.4:1.0 Schedule 4.3(e) TOTAL DEBT RATIO Four Fiscal Quarters Ending: Total Debt Ratio March 31, 2012 8.1:1.0 June 30, 2012 8.1:1.0 September 30, 2012 8.1:1.0 December 31, 2012 8.1:1.0 March 31, 2013 7.0:1.0 June 30, 2013 7.0:1.0 Schedule 4.3(f) FIRST LIEN DEBT RATIO Four Fiscal Quarters Ending: First Lien Debt Ratio March 31, 2012 3.5:1.0 June 30, 2012 3.5:1.0 September 30, 2012 3.5:1.0 December 31, 2012 3.5:1.0 March 31, 2013 3.0:1.0 June 30, 2013 3.0:1.0

Issuers. CALUMET SPECIALTY PRODUCTS PARTNERSINTERACTIVE NETWORK, L.P. By: Calumet GPINC., LLC, its general partner a Nevada corporation By: /s/ X. Xxxx Xxxxxxx Xxxxxxxx Name: X. Xxxx Xxxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET FINANCE FRIENDFINDER NETWORKS INC., a Nevada corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer SUBSIDIARY GUARANTORS: GENERAL MEDIA ART HOLDING, INC. GENERAL MEDIA COMMUNICATIONS, INC. GENERAL MEDIA ENTERTAINMENT, INC. GMCI INTERNET OPERATIONS, INC. GMI ON-LINE VENTURES, LTD. PENTHOUSE IMAGES ACQUISITIONS, LTD. WEST COAST FACILITIES INC. PMGI HOLDINGS INC. PURE ENTERTAINMENT TELECOMMUNICATIONS, INC. PENTHOUSE DIGITAL MEDIA PRODUCTIONS INC. VIDEO BLISS, INC. XXXXX XXXX, INC. SNAPSHOT PRODUCTIONS, LLC VARIOUS, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer [Signature Page to Waiver to Non Cash Pay] TAN DOOR MEDIA INC. FIERCE WOMBAT GAMES INC. (f/k/a BIG EGO GAMES INC.) NAFT NEWS CORPORATION PLAYTIME GAMING INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Treasurer ARGUS PAYMENTS INC. BLUE HEN GROUP INC. FRIENDFINDER VENTURES INC. XVHUB GROUP INC. (f/k/a GIANT SWALLOWTAIL INC.) PERFECTMATCH INC. (f/k/a GOLDENROD SPEAR INC.) MAGNOLIA BLOSSOM INC. GLOBAL ALPHABET, INC. SHARKFISH, INC. TRAFFIC CAT, INC. BIG ISLAND TECHNOLOGY GROUP, INC. FASTCUPID, INC. XXXXXX.XXX INCORPORATED PPM TECHNOLOGY GROUP, INC. FRIENDFINDER CALIFORNIA INC. STREAMRAY INC. CONFIRM ID, INC. FRNK TECHNOLOGY GROUP TRANSBLOOM, INC. STREAMRAY STUDIOS INC. FLASH JIGO CORP. By: /s/ X. Xxxx Xxxxxxx Xxxxxxxx Name: X. Xxxx Xxxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer NEW GUARANTORS[Signatures continue on following page] Acknowledged as of the date first written above: CALUMET MEXICO, LLC By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer CALUMET SPECIALTY OILS de MEXICO, S. de X.X. de C.V. By: /s/ X. Xxxx Xxxxxxx Name: Xxxxx Xxxx Xxxxxxx Title: Executive Vice-President and Chief Financial Officer CALUMET SPECIALTY PRODUCTS CANADA, ULC By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer EXISTING GUARANTORS: CALUMET OPERATING, LLC CALUMET REFINING, LLC CALUMET PRINCETON REFINING, LLC CALUMET COTTON VALLEY REFINING, LLC CALUMET SHREVEPORT REFINING, LLC CALUMET SAN ANTONIO REFINING, LLC CALUMET MONTANA REFINING, LLC CALUMET MISSOURI, LLC CALUMET XXXXX CITY REFINING, LLC CALUMET XXXXXXXXX REFINING, LLC CALUMET BRANDED PRODUCTS, LLC BEL-RAY COMPANY, LLC CALUMET INTERNATIONAL, INC. KURLIN COMPANY, LLC By: /s/ X. Xxxx Xxxxxxx Name: X. Xxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer TRUSTEE: WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxx Xxxxxxxxx Xxxxx X. Xxxxxxxx Name: Xxxx XxxxxxxxxXxxxx X. Xxxxxxxx Title: Vice President [Signature Page to Waiver to Non Cash Pay]

Issuers. CALUMET SPECIALTY PRODUCTS PARTNERSPLAINS ALL AMERICAN PIPELINE, L.P. By: Calumet GPPAA GP LLC its General Partner By: PLAINS AAP, LLC, L.P. its general partner Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ X. Xxxx Xx Xxxxxxx Name: X. Xxxx Xx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer CALUMET – Finance & Treasurer PAA FINANCE CORP. (f/k/a Pacific Energy Finance Corporation) By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer SUBSIDIARY GUARANTORS: PLAINS MARKETING GP INC. By: /s/ X. Xxxx Xx Xxxxxxx Name: X. Xxxx Xx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer NEW GUARANTORS– Finance & Treasurer PLAINS MARKETING, L.P. By: CALUMET MEXICOPLAINS MARKETING GP INC. its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer PLAINS PIPELINE, L.P. By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer PACIFIC ENERGY GROUP, LLC By: PLAINS ALL AMERICAN PIPELINE, L.P. its Sole Member By: PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ X. Xxxx Xx Xxxxxxx Name: X. Xxxx Xx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer CALUMET SPECIALTY OILS de MEXICO– Finance & Treasurer Signature Page to Fourteenth Supplemental Indenture PACIFIC LA MARINE TERMINAL LLC By: PACIFIC ENERGY GROUP LLC its Sole Member By: PLAINS ALL AMERICAN PIPELINE, S. de X.X. de C.V. L.P. its Sole Member By: PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ X. Xxxx Xx Xxxxxxx Name: Xxxxx Xxxx Xx Xxxxxxx Title: Executive Vice-Senior Vice President and Chief Financial Officer CALUMET SPECIALTY PRODUCTS – Finance & Treasurer Signature Page to Fourteenth Supplemental Indenture ROCKY MOUNTAIN PIPELINE SYSTEM LLC By: PACIFIC ENERGY GROUP LLC its Sole Member By: PLAINS ALL AMERICAN PIPELINE, L.P. its Sole Member By: PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer Signature Page to Fourteenth Supplemental Indenture PACIFIC ATLANTIC TERMINALS LLC By: PACIFIC ENERGY GROUP LLC its Sole Member By: PLAINS ALL AMERICAN PIPELINE, L.P. its Sole Member By: PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer Signature Page to Fourteenth Supplemental Indenture PLAINS MARKETING CANADA LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer PMC (NOVA SCOTIA) COMPANY By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Vice President – Finance & Treasurer PLAINS MARKETING CANADA, L.P. By: PMC (NOVA SCOTIA) COMPANY its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Vice President – Finance & Treasurer Signature Page to Fourteenth Supplemental Indenture PLAINS LPG SERVICES GP LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer PLAINS TOWING LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer PICSCO LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer PLAINS MIDSTREAM GP LLC By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer PLAINS MIDSTREAM, L.P. By: PLAINS MIDSTREAM GP LLC its General Partner By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer PLAINS MIDSTREAM CANADA ULC By: /s/ X. Xxxx Xx Xxxxxxx Name: X. Xxxx Xx Xxxxxxx Title: Executive Vice President and Chief Financial Officer EXISTING GUARANTORS– Finance & Treasurer AURORA PIPELINE COMPANY LTD. By: CALUMET OPERATING/s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Vice President – Finance & Treasurer Signature Page to Fourteenth Supplemental Indenture PLAINS LPG SERVICES, L.P. By: PLAINS LPG SERVICES GP LLC CALUMET REFININGits General Partner By: PLAINS MARKETING, LLC CALUMET PRINCETON REFINING, LLC CALUMET COTTON VALLEY REFINING, LLC CALUMET SHREVEPORT REFINING, LLC CALUMET SAN ANTONIO REFINING, LLC CALUMET MONTANA REFINING, LLC CALUMET MISSOURI, LLC CALUMET XXXXX CITY REFINING, LLC CALUMET XXXXXXXXX REFINING, LLC CALUMET BRANDED PRODUCTS, LLC BEL-RAY COMPANY, LLC CALUMET INTERNATIONAL, L.P. its Sole Member By: PLAINS MARKETING GP INC. KURLIN COMPANYits General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer BASIN HOLDINGS GP LLC By: PLAINS PIPELINE, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer Signature Page to Fourteenth Supplemental Indenture BASIN PIPELINE HOLDINGS, L.P. By: BASIN HOLDINGS GP LLC its General Partner By: PLAINS PIPELINE, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer RANCHO HOLDINGS GP LLC By: PLAINS PIPELINE, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer Signature Page to Fourteenth Supplemental Indenture RANCHO PIPELINE HOLDINGS, L.P. By: RANCHO HOLDINGS GP LLC its General Partner By: PLAINS PIPELINE, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President – Finance & Treasurer LONE STAR TRUCKING, LLC By: PLAINS LPG SERVICES, L.P. its Sole Member By: PLAINS LPG SERVICES GP LLC its General Partner By: PLAINS MARKETING, L.P. its Sole Member By: PLAINS MARKETING GP INC. its General Partner By: /s/ X. Xxxx Xx Xxxxxxx Name: X. Xxxx Xx Xxxxxxx Title: Executive Senior Vice President and Chief Financial Officer TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx– Finance & Treasurer Signature Page to Fourteenth Supplemental Indenture